"Uh oh, man," Frat Boy says turning to eye me. "It's the cops. We're busted."

            It's only 9 p.m. on Broadway in Baltimore's Fell's Point neighborhood. Still early. But already a late night for Frat Boy's liver, and it's affected his vision. I bear no resemblance to the guys from "Homicide," despite my black coat and black Doc Martens, the boots of bobbies.

            I'm just investigating why Frat Boy and buddies are clustered around a fancy-looking telescope. The reason turns out to be Herman M. Heyn, a white-bearded sixtyish gentleman with twinkling eyes beneath a knit sailor's cap. He is Baltimore's Street Corner Astronomer. It says so right on the telescope. In this case, the waterfront corner is near the raucous Admiral's Cup, where beer has disappeared into Frat Boy like light into a black hole this evening.

            "Go ahead," Heyn says to me, when the gang -- assured they're not busted, yet -- moves on to the next watering hole. "You have to be patient because it's coming and going out of the clouds." I peek into the eyepiece as the comet, tail waving, clears the clouds. Just as quickly, it disappears into the atmospheric haze. I drop the suggested dollar contribution into the bucket and Heyn hands me a yellow slip of paper stamped "I saw Comet Hale-Bopp, Baltimore, Maryland."

            Every night for a decade, weather permitting, Heyn has set up his window to the stars. It's not only his passion, but his livelihood. He even braves weekends on the square at Fell's Point when the crowds are young and feisty. "So far, there's been no serious damage to the telescope," he says before turning to encourage another of the curious who has emerged from the darkness.

            Somehow, I'm not surprised to find him here, sharing his heavenly passion. Baltimore seems just the right stage for a character like Herman Heyn. Charm City has more than its share of offbeat actors who have prowled its waterfront and held court in its bars and restaurants. Frank Zappa, Edgar Allan Poe, Babe Ruth, Billie Holiday, H.L. Mencken and F. Scott Fitzgerald called it home. Imagine a movie with that cast by another native, filmmaker John Waters, the director of decidedly offbeat flicks like "Serial Mom" and "Hairspray."

              "You can look far and wide, but you'll never discover a stranger city with such extreme style," Waters once wrote. "It's as if every eccentric in the South decided to move north, ran out of gas in Baltimore, and decided to stay."

            My day in Charm City starts with a brisk 30-minute walk around the harbor from the Admiral Fell Inn, a cozy historic hotel on Fell's Point. The wind from the northwest chills and the scent of cinnamon rolls, rising in an oven somewhere nearby, awakens my appetite. The harbor is already at work. Across the way cranes unload a container ship. At the Center Dock Marina, east of Inner Harbor, the Minnie V floats majestically at rest. It's one of the last Chesapeake Bay skipjacks, boats that once harvested the hillocks of oysters from the bay's floor. Now, it takes groups on trips hoping to educate them about the fragility of the bay's ecosystem.

            Half a dozen blocks from the waterfront, at Saratoga Street, is the stage for the day's first act, the Hollywood Diner. Another Baltimore director, Barry Levinson transported this shining aluminum beacon from Long Island in 1980 for his movie, "Diner," a favorite of mine since two friends dragged me to see it in graduate school. So, for me, there was only one place for breakfast in Baltimore.  Apparently, the "Diner" fan club wasn't in town this day. I am one of only two customers. There's no Shrevie, Boogie or Fenwick. Nobody debating whether Mathis or Sinatra croon better make-out music.

            From the diner, I head east in search of more colorful fare. Inside Lexington Market -- "World Famous Lexington Market" as the signs boast -- at Eutaw Street, the vendors were just filling their stalls. At one, a man in a suit, smiles to himself, dashes some hot sauce on a fresh oyster and slurps it down. Perhaps, like people have for centuries, he considers it brain food, a way to get a little edge on the competition.

            The market, a long shed with a raked floor rising up the hill, dates from the Revolutionary War. Like the Rialto Market in Venice, the bounty of the sea takes marquee billing here. There's striped bass, sea bass, crab meat, bluefish, snapper and shrimp. But landlubbing gourmands will find the exotic as well. Foell's Better Meats displays an impressive, oddly sculptural stack of corned pig snouts, cow feet and salted pig feet for the gourmand.

            At Faidley Seafood, slightly-worn testimonials from Willard Scott and GQ magazine praise the crabcakes. A man in thick black glasses and chomping on an unlit cigar lays out live soft shell crabs beneath a sign admonishing "Don't poke the soft shells." I ask if they arrived today. "They came in 6:10 last evening," he says, with a look making plain that ought to be good enough for me.

            As I walk away, another customer tries to haggle price. "I'm here to make a living," Stogie says. "I will not do it."

            "You're a hard man," replies the customer.

            "No, I'm just an honest man, " Stogie chuckles, ending the negotiation.

            Shifting cultures, my next stop is the Walters Art Gallery on Mount Vernon Square, where a regal-looking sculpture of George Washington stands atop a Doric column. A column of school children lurches into the building ahead of me and I opt for a tour of the permanent collections rather than more crowded special exhibition. A good choice. The museum, which features the collections of  Henry Walters and his father, William, is a little gem housed in two buildings, one old and one new, that showcase artistic appetizers spanning centuries and genres. Downstairs, I find a nice suite of rooms featuring Etruscan and Roman sculpture. Upstairs, the rooms have an Old World elegance. I browse by a serene Virgin and child by Tiepolo, a few impressive Dutch landscapes, a cache of 15th Century Siennese religious paintings and terra cotta by della Robbia.

            In one room, grade school children sit around a portrait by Gerard Seghers, a 17th century Flemish painter. "Do you know why this is called 'The Jolly Drinker?' " asks the teacher, pausing briefly. "Because he's drinking beer, which makes him silly and happy." I'll see this face again before the scent of cinnamon buns signals another Baltimore morning.

            After walking and gawking, I need a place to recharge. Two blocks down Charles Street, Louie's Bookstore Cafe provides a bohemian respite. Louie's isn't one of those cookie-cutter bookstore hangouts surfing a trend. It's been around for 15 years, according to a crop-haired bartender, dressed in navel-baring top, tight flared pants and clunky shoes. "We started when people here didn't know what cappuccino was," she says.

            In front is a comprehensive magazine rack and a nice selection of books. I pick up Tim O'Brien's "The Things They Carried" and am reminded of the story's simple poignancy. In the rear, the cozy two-level Victorian cafe and bar has burgundy walls displaying local art for sale. A garrulous regular with a walrus mustache entertains with his running fashion commentary on the waitresses thick-soled shoes and the male bartenders with shaved heads.

            Refreshed by a cappuccino at Baltimore prices ($1.84), I finish the morning paper and check out Charles Street, a thoroughfare filled with galleries, shops and a music store featuring rack after rack of used vinyl -- yes, the stuff played on turntables.

            Eventually, I wander into the Women's Industrial Exchange. It's just a few blocks down bustling the street, but decades away from the hip pomo boho atmosphere of Louie's.

            A courtly elderly gentleman in a coat and tie opens the door from inside and I slip into a store selling baked goods and needlework. On one shelf sit Raggedy Andy and Raggedy Ann. On another, are knitted baby's caps. In the back, a genteel tea room beckons. The room seems untouched since the days of Reconstruction. The walls are Colonial blue with murals of the waterfront and Mount Vernon Place. The grandmotherly waitresses wear pastel blue dresses, white aprons, support hose and white shoes. This is not Levinson's Baltimore. Or Waters' Baltimore. But a young Mencken's Baltimore.

            At one table, a white-haired gentleman in a suit has earned the respect due a regular. Gathered around other tables are carefully-coifed women in power suits, a mother and her child and a young businessman intently reading the Baltimore Sun.

            Today's soups are split pea and chicken noodle. Vegetable lasagna is the special, but the menu proclaims "Baltimore's Best Chicken Salad." How can I resist? Ginger ale, old-fashioned comfort, seems the appropriate beverage. The chicken salad lives up to the billing with tender chunks in a creamy dressing featuring what seemed to be a hint of mustard. Homemade yellow cake with strawberry icing finishes the period piece.

            A short walk down Charles and I'm at the Inner Harbor, where packs of school kids, fresh off buses, prowl the waterfront, especially the path from The National Aquarium on the east side, where sea lions shimmy through the water of their outdoor pool, to the Maryland Science Center on the west side, where the IMAX theater is the draw.

            Two decades ago, Randy Newman wrote a song portraying Baltimore as a fading city. [ITAL]"Hooker on the corner, waiting for a train. Junkman on the sidewalk, sleeping in the rain. They hide their faces and they hide their eyes 'cause the city's dying and it don't know why." [ITAL]

            No longer. Not downtown at least. The waterfront is alive.

            I make an obligatory tour of Harborplace Market, which is a cookie cutter cousin of so many other "festival marketplaces," notably Waterside down the coast in Norfolk. Give it high marks for cleanliness, failing grades for character. If you've been to one of these artificial creations, then you know the generic food and retail lineup. Every imaginable cuisine from seafood to Thai is hawked, none of it particularly intriguing. There are a few name stores like The Limited and The Body Shop along with those too-cute specialty places like the Irish store, the hats hangout and the obligatory flag shop, in case you want to declare your home the Republic of Pineapple.

            I escape and ponder my next move sitting in the sunshine near where two tall ships are docked. Oriole Park at Camden Yards is a short walk away. Lately, game-day tickets have been available to those willing to wait in a line snaking around the block. But it's not a temptation tonight because the team isn't in town. Aboard Clipper City, tied up nearby, the crew is readying for a two-hour afternoon cruise through the harbor and past Fort McHenry. She's a beauty, a replica of a ship that carried lumber in the late 19th Century, but a chill wind has come up and the ticket taker says 75 schoolchildren will make the trip this afternoon.

            I keep my sea legs in winter hibernation and head back to Fell's Point. Rather than walk, I hop onto the Harbor Shuttle at the foot of Harborplace, where Ned, the pilot, stamps my hand and tells me I can ride all day for $2.50. Though Fell's Point has gentrified in recent years, Ned says it remains a working boatman's neighborhood. He suggests the Cat's Eye Pub and the China Sea Marine Trading Company as local landmarks. I mention planning to hit a blues bar later. "After that," Ned says, "go to the Sip and Bite on Boston Street. By then, it'll be a scene."

            China Sea Marine Trading -- "Treasures of the Seven Seas" -- is on the wharf just a few feet from the shuttle landing. Inside, I find Davy Jones' attic. One case offers spyglasses from the mid-19th century. Another displays a flintlock pistol. A sailor's straight razor shaving kit, antique lanterns in every size, even flax thread and wooden block and tackle are for sale. There are, of course, a pair of cackling macaws in cages behind the counter who are pouting because Sharon Bondroff was away yesterday. Bondroff is fielding phone calls about the Civil War Ball she and partner, Stevens Bunker, are helping throw this weekend. She'll be wearing a custom-made hoop skirt, though she'd prefer something a little less formal and a bit more comfortable.

            Bondroff, whose immigrant ancestors landed at this wharf, doesn't mind the crowds that now turn Broadway, the wide main drag, into a sort of outdoor festival on weekends. And she's proud of the area's diversity -- rugged boatmen, aging Poles who frequent the Polish Alliance Hall up Broadway a few blocks, white-collar yuppies, artists and writers.

            Much of Fell's Point is on the National Register of Historic Places. Residents liken it to Greenwich Village, but it's more diverse. Some blocks of brick row homes are as polished as Colonial Williamsburg. Others, with more modern facades, show the tattered edges of a blue collar neighborhood. Stores and bars dominate Broadway and nearby side streets. Body piercing, espresso, "vintage" clothing, paintings, hardcore skating gear, fortune telling, used cassettes, and antiques are for sale here. Especially antiques. I lose count of the shops, though the Yankee Peddler on Aliceanna seems the most forthcoming. "Antiques, Uniques, Junque" reads the sign. Since I don't know trash from treasure, I walk out empty handed.

            Friends suggested dinner at Pierpoint, a cozy bistro with close-set tables and screaming bright yellow walls on Aliceanna Street. Chef and owner Nancy Longo's food is more subtle than the paint job, living up to her reputation for creating intriguing dishes from local fare. The appetizer is smoked crab cake balanced with a corn pancake and sorrel tartar sauce. And the main course is a hearty piece of rockfish with a vegetable and mushroom ragout that's a comfy stew.

            It's impossible to ignore the conversation inches away at the next table, where two men in their 20s cover the usual ground -- women, sports (notably their prowess as sailors) and work. Both are in the maritime business and talk turns to hiding the ownership of ships. "Last year when that captain in New Orleans found two stowaways, chained them and threw them overboard the press never found out we owned that ship," says one.

            Where are the guys from "Homicide" when you need them?

            After dinner, I take a short walk. The bars are beginning to fill. A couple of blocks down on Aliceanna, the chords spilling out of the Full Moon Saloon draw me inside where a local guitar hero is wailing away, Stevie Ray Vaughan-style. His Memorex of "Pride and Joy" is pretty good. There's an empty stool at the elbow of a bar with a view both of the stage and a video screen of the stage. Kind of like being at a ballpark and having the choice between Reality and JumboTron Reality.

            Photos of past acts -- mostly regional names -- line the walls. Regulars fill the majority of bar stools. Two women, one with a hedge of curly hair, are sitting across the elbow and discussing -- what else? -- men. It's surreal conversation number two. Curly's boyfriend, a firefighter and bodybuilder, wants her to shave him for his next competition.

            "I told him to buy some Nair. I'm afraid I'll nick him up," she says, reaching for a beer.

            "Oh, I don't know. Think about it," says her friend. "It might be...fun."

            I'm beginning to understand where John Waters gets his inspiration. But there's one more stop left.

             "Hi, hon. How ya doin'?"

            Hon. The suffix of choice in Charm City. And the waitress in the Sip and Bite is all charm. She's wearing jeans one shade of turquoise and a sweater a darker shade. Neither quite matches her green eye shadow, though it's too late to render a opinion about whether the green clashes with her pink lipstick and the pink piece of yarn pulling her red hair into a topknot.

            The clock is about to strike 2. A UB40 tune wiggles out of the stereo. A couple, wearing matching black motorcycle jackets eye each other across one table. Two men in the next booth intently discuss new strategies for their bowling team. I'm intrigued by the menu suggestion to try the red retsina. A red version of the practically hallucinogenic Greek wine? The mind reels.

            A Coke, cheeseburger and, of course, fries with gravy arrive promptly with the blessing, "Enjoy, hon." One bite of the fries and I know three decades from now a cardiologist is going to find plaque on a major cardiac artery and say "Let me guess. Sip and Bite, sometime shortly before the turn of the century."

            As the check comes, three older men pass my booth on the way out. "It was really great talking to you," one says to the oldest. "I'm sorry I fell asleep there for a while."

            I've found my Diner. And I've found my Diner guys. As they walk out the door, I wonder which one is Boogie, which is Shrevie and which is Fenwick.

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